Exhibit
10.2


 


EMPLOYMENT AGREEMENT FOR

SCOTT B. CONNER


 


July 1, 2004


 


	
  RE:

  	
  Offer of Employment

  
	
   

  	
  Scott B. Conner

  



 


Dear Scott:


 


I am delighted to confirm our offer of the Corporate-based position, Vice President Strategic Planning and Corporate
Development. In this challenging role, you will
report to the Chief Executive Officer, Stephen Bershad, where you will be
responsible for leading the strategic direction of the company, identifying and
implementing potential acquisitions, providing a leading role in investor
relations and coordinating all company wide marketing activities.  Axsys will consider your start date to be
Monday July 19, 2004.  The purpose of this letter is to confirm the
terms of our employment offer.


 


Your base salary will be $15,416.67 
(Gross) per month, which is payable bi-weekly. You will also be eligible
for a target bonus of 50% of your annual base salary. The attainment of this bonus will be based on EBAIT
performance of the company and successfully achieving certain mutually agreed objectives.  I do want to point out that for the 2004
calendar year, your participation in this bonus plan will be on a pro rata
basis.


 


In terms of benefits, you will be eligible to participate in a full
range of Axsys Technologies benefit programs, including the Executive
Supplemental Plan which provide medical, dental, life and disability insurance,
30 days from your date of hire. You may also participate in the Company’s
retirement savings plan (401K) through Fidelity Investments after six months
from your date of hire.  If you choose
to join this plan, Axsys will match, dollar for dollar, the first 3% of your
eligible compensation. After that, Axsys matches the next 2% of your eligible
compensation at fifty cents on the dollar. You will be entitled to three weeks
of paid vacation per calendar year.  I
will be glad to review all of the terms of our benefit offerings with you at
your convenience.


 


We will recommend that you be awarded an Incentive Stock Option grant
of 45,000 post-split shares of Axsys common stock, contingent upon approval by
the Axsys Board of Directors. The option price will be determined by the market
price of the stock at 4:00 P.M. on your date of hire. The Axsys ISO plan vests
in equal installments at the rate of 20% per year, and would be fully vested
after five (5) years of consecutive employment.


 


In terms of your relocation to the Connecticut area, Axsys is prepared
to assist you financially with all actual expenses associated with your move,
not including real estate commissions, up to an expected maximum of $25,000 and
will “gross up” the tax liability on actual imputed income.


 


Finally, as you and Steve have discussed, we will put together a
severance protection agreement shortly after your start with the company, in
the event that a “change in control” occurs with Axsys. The Change of Control
agreement would be in addition to a severance protection agreement, which will
provide for continuation of your salary for 6 months or until you find other
employment, which ever is shorter, in the event of your termination by us for
reasons other than cause.


 


This offer of employment is contingent upon the following:


 


•                  Your acceptance
of the terms of this letter by signing and returning one copy of the letter to
us by July 6, 2004; and


•                  You’re signing
the “Employment Matters” agreement (See attached, Exhibit A). This letter
covers such matters as proprietary information and confidentiality. If you have
any questions about the material covered in Exhibit A, please do not hesitate
to contact me.


 


It should be understood that this letter merely confirms our
understanding and does not constitute an employee contract (i.e., either one of
us can terminate employment at will, with or without cause). Further, this
offer of employment supersedes any prior or subsequent oral representation that
might be made. Finally, if you have any questions about the


 


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terms covered herein, please contact me immediately.


 


In conclusion, on behalf of the entire Axsys management team, we truly
look forward to working with you as we continue to grow our exciting business.
In this regard, I am confident that your contributions will have a very
positive impact on Axsys Technologies as we reach for new heights.


 


Please sign and date this
letter indicating that you understand and accept the terms covered herein, and
send it to me as soon as possible.


 


Sincerely,


 


	
  /s/  Lynn M. Kerley

  	
   

  
	
  Lynn M. Kerley

  
	
  Corporate Human Resources Manager

  



 


	
  cc:

  	
  Stephen Bershad

  
	
   

  	
  David Almeida

  



 


	
  Understood and Accepted:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Scott B. Conner

  	
  Date

  



 


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